Contract Interpretation: Commentary on Order No. 353 of 2025

In the field of civil law, the interpretation of contractual clauses plays a fundamental role in resolving disputes. Order No. 353 of January 8, 2025, from the Court of Cassation offers significant reflections on this topic, particularly addressing the unreviewability of the interpretation provided by the trial judge and the limits to the revision of such evaluations in the context of legitimacy.

The Principle of Unreviewability of Contractual Interpretation

The Court of Cassation has clarified that the interpretation of a contract is reserved for the trial judge, who operates based on the rules of contractual hermeneutics. The maxim reported in the order states:

UNREVIEWABILITY IN CASSATION Matter relating to the erroneous interpretation of contractual clauses - Admissibility - Limits - Case. The interpretation of the contract is reserved for the trial judge and can only be challenged in the context of legitimacy for erroneous or insufficient reasoning, or for violation of the rules of contractual hermeneutics, which must be deduced with specific indication in the cassation appeal of how the reasoning of the judge deviated from the aforementioned rules; otherwise, the reconstruction of the content of the parties' intentions translates into merely proposing a different interpretation from that which is challenged, and as such is inadmissible in the context of legitimacy. (In this case, applying this principle, the Supreme Court declared the appeal inadmissible because - in a case for damages for breach of obligations assumed by a professional commissioned for the thermal insulation of a building - the interpretation of the territorial court was challenged, which had excluded the novative nature of the agreements concluded between the parties for the elimination of defects, because such criticism had not been articulated through the presentation of an objective contradiction to the common sense attributed to the text and the interpreted behavior or the glaring irrationality or inherent contradiction of the overall interpretation of the act, but rather through the mere indication of the reasons why the criticized interpretative reading was not considered shareable, compared to that deemed preferable).

This principle highlights that a cassation appeal cannot merely propose a different interpretation, but must specifically demonstrate how the interpretation of the trial judge deviates from the rules provided by law.

The Case and Practical Implications

The case in question concerned a claim for damages due to breach of contractual obligations. In this context, the Court of Cassation deemed the appeal inadmissible, as the criticisms directed at the interpretation provided by the trial judge did not meet the required specificity criteria. This leads to reflection on the importance of adequate preparation of the grounds for cassation appeals, particularly:

  • The need to clearly indicate violations of the rules of hermeneutics.
  • The request for a thorough analysis of the reasoning provided by the trial judge.
  • The risk of inadmissibility if the criticisms remain generic or insufficiently motivated.

Conclusions

Order No. 353 of 2025 emphasizes the importance of careful and well-reasoned contractual interpretation, highlighting the limits and responsibilities of the appellant in cassation proceedings. For professionals in the legal field, it is essential to consider these aspects to ensure a proper defense of their clients' rights, avoiding the mistake of presenting generic criticisms that could compromise the outcome of the appeal.

Bianucci Law Firm